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Brown Forman Corp – ‘10-K/A’ for 4/30/20 – ‘EX-4.1’

On:  Monday, 6/22/20, at 5:21pm ET   ·   For:  4/30/20   ·   Accession #:  14693-20-70   ·   File #:  1-00123

Previous ‘10-K’:  ‘10-K’ on 6/19/20 for 4/30/20   ·   Next:  ‘10-K’ on 6/21/21 for 4/30/21   ·   Latest:  ‘10-K’ on 6/16/23 for 4/30/23   ·   2 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 6/22/20  Brown Forman Corp                 10-K/A      4/30/20  131:15M

Amendment to Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Amendment to Annual Report                          HTML   1.82M 
 2: EX-4.1      Instrument Defining the Rights of Security Holders  HTML     48K 
 3: EX-4.2      Instrument Defining the Rights of Security Holders  HTML    118K 
 4: EX-4.3      Instrument Defining the Rights of Security Holders  HTML    118K 
 5: EX-21       Subsidiaries List                                   HTML     58K 
 6: EX-23       Consent of Experts or Counsel                       HTML     35K 
 7: EX-31.1     Certification -- §302 - SOA'02                      HTML     43K 
 8: EX-31.2     Certification -- §302 - SOA'02                      HTML     43K 
 9: EX-32       Certification -- §906 - SOA'02                      HTML     39K 
40: R1          Document and Entity Information                     HTML    110K 
85: R2          Consolidated Statements of Operations               HTML     89K 
127: R3          Consolidated Statements of Comprehensive Income     HTML     59K  
59: R4          Consolidated Balance Sheets                         HTML    131K 
44: R5          Consolidated Balance Sheets (Parenthetical)         HTML     46K 
89: R6          Consolidated Statements of Cash Flows               HTML    128K 
131: R7          Consolidated Statements of Stockholders' Equity     HTML     85K  
62: R8          Consolidated Statements of Stockholders' Equity     HTML     43K 
                (Parenthetical)                                                  
39: R9          Accounting Policies                                 HTML     58K 
68: R10         Balance Sheet Information                           HTML     73K 
19: R11         Earnings Per Share                                  HTML     55K 
92: R12         Goodwill and Other Intangible Assets                HTML     50K 
105: R13         Commitments and Contingencies                       HTML     45K  
67: R14         Debt and Credit Facilities                          HTML     57K 
18: R15         Common Stock                                        HTML     60K 
91: R16         Net Sales                                           HTML     75K 
104: R17         Pension and Other Postretirement Benefits           HTML    345K  
66: R18         Stock-Based Compensation                            HTML    122K 
20: R19         Income Taxes                                        HTML    185K 
87: R20         Acquisition of Business                             HTML     38K 
129: R21         Derivative Financial Instruments and Hedging        HTML    129K  
                Activities                                                       
58: R22         Fair Value Measurements                             HTML     64K 
43: R23         Leases                                              HTML     65K 
86: R24         Other Comprehensive Income                          HTML    129K 
128: R25         Supplemental Information                            HTML     56K  
57: R26         Subsequent Event                                    HTML     37K 
42: R27         Schedule II - Valuation and Qualifying Accounts     HTML     76K 
90: R28         Accounting Policies (Policies)                      HTML    105K 
125: R29         Derivative Financial Instruments and Hedging        HTML     39K  
                Activities (Policies)                                            
106: R30         Leases Leases (Policies)                            HTML     37K  
94: R31         Balance Sheet Information (Tables)                  HTML     73K 
16: R32         Earnings Per Share (Tables)                         HTML     54K 
64: R33         Goodwill and Other Intangible Assets (Tables)       HTML     49K 
107: R34         Debt and Credit Facilities (Tables)                 HTML     61K  
95: R35         Common Stock (Tables)                               HTML     59K 
17: R36         Net Sales (Tables)                                  HTML     74K 
65: R37         Pension and Other Postretirement Benefits (Tables)  HTML    364K 
108: R38         Stock-Based Compensation (Tables)                   HTML    127K  
93: R39         Income Taxes (Tables)                               HTML    183K 
118: R40         Derivative Financial Instruments and Hedging        HTML    122K  
                Activities (Tables)                                              
78: R41         Fair Value Measurements (Tables)                    HTML     58K 
35: R42         Leases Leases (Tables)                              HTML     78K 
53: R43         Other Comprehensive Income (Tables)                 HTML    129K 
119: R44         Supplemental Information (Tables)                   HTML     54K  
79: R45         Allowance for Doubtful Accounts (Details)           HTML     37K 
36: R46         Accounting Policies (Textual) (Details)             HTML     56K 
54: R47         Accounting Policies Revenue recognition policy      HTML     37K 
                (Details)                                                        
120: R48         Accounting Policies Advertising expense policy      HTML     36K  
                (Details)                                                        
77: R49         Accounting Policies Adoption of updated accounting  HTML     46K 
                standards (Details)                                              
98: R50         Balance Sheet Information (Details)                 HTML     98K 
111: R51         Earnings Per Share (Details)                        HTML     60K  
76: R52         Goodwill and Other Intangible Assets (Details)      HTML     57K 
28: R53         Goodwill and Other Intangible Assets Impairment     HTML     42K 
                (Details)                                                        
97: R54         Commitments and Contingencies Commitments           HTML     49K 
                (Details)                                                        
110: R55         Commitments and Contingencies Contingencies         HTML     37K  
                (Details)                                                        
75: R56         Commitments and Contingencies Guaranty (Details)    HTML     44K 
27: R57         Debt and Credit Facilities (Schedule of Long-Term   HTML     77K 
                Debt) (Details)                                                  
99: R58         Debt and Credit Facilities (Textual) (Details)      HTML     51K 
109: R59         Debt and Credit Facilities Short-term borrowings    HTML     41K  
                (Details)                                                        
52: R60         Debt and Credit Facilities Credit Facilities        HTML     38K 
                (Details)                                                        
32: R61         Common Stock Rollforward of Outstanding Shares      HTML     51K 
                (Details)                                                        
83: R62         Net Sales by Geography (Details)                    HTML     51K 
124: R63         Net Sales by Product Category (Details)             HTML     53K  
49: R64         Pension and Other Postretirement Benefits (Change   HTML     58K 
                in Benefit Obligation) (Details)                                 
29: R65         Pension and Other Postretirement Benefits           HTML     52K 
                (Expected Benefit Payments) (Details)                            
80: R66         Pension and Other Postretirement Benefits Target    HTML     43K 
                asset allocation (Details)                                       
121: R67         Pension and Other Postretirement Benefits (Fair     HTML     84K  
                Value of Pension Plan Assets and Asset                           
                Allocations) (Details)                                           
48: R68         Pension and Other Postretirement Benefits (Change   HTML     43K 
                in Fair Value of Level 3 Assets) (Details)                       
34: R69         Pension and Other Postretirement Benefits (Change   HTML     57K 
                in Fair Value of Pension Plan Assets) (Details)                  
23: R70         Pension and Other Postretirement Benefits (Funded   HTML     49K 
                Status of Plans) (Details)                                       
69: R71         Pension and Other Postretirement Benefits (Funded   HTML     66K 
                Status Recorded on Accompanying Balance Sheets)                  
                (Details)                                                        
113: R72         Pension and Other Postretirement Benefits Pension   HTML     63K  
                plans whose assets (Obligations) Exceed                          
                Obligations (Assets) (Details)                                   
100: R73         Pension and Other Postretirement Benefits           HTML     58K  
                (Schedule of Components of Pension Expense)                      
                (Details)                                                        
26: R74         Pension and Other Postretirement Benefits           HTML     52K 
                (Schedule of Components of Other Postretirement                  
                Benefit Expense) (Details)                                       
72: R75         Pension and Other Postretirement Benefits (Changes  HTML     60K 
                in Funded Status of Benefit Plans Recognized in                  
                Other Comprehensive (Income) Loss) (Details)                     
117: R76         Pension and Other Postretirement Benefits           HTML     63K  
                (Assumptions and SensItivity) (Details)                          
103: R77         Pension and Other Postretirement Benefits Sponsor   HTML     41K  
                Location (Details)                                               
21: R78         Pension and Other Postretirement Benefits           HTML     46K 
                (Textual) (Details)                                              
73: R79         Pension and Other Postretirement Benefits (Savings  HTML     36K 
                Plans) (Details)                                                 
24: R80         Stock-Based Compensation (Details)                  HTML     39K 
70: R81         Stock-Based Compensation SSARs (Details)            HTML     71K 
114: R82         Stock-Based Compensation SSARs Fair Value           HTML     50K  
                Assumptions (Details)                                            
101: R83         Stock-Based Compensation RSUs (Details)             HTML     61K  
25: R84         Stock-Based Compensation Weighted-Average           HTML     49K 
                Grant-Date Fair Values by Year (Details)                         
71: R85         Stock-Based Compensation DSUs (Details)             HTML     44K 
115: R86         Stock-Based Compensation Additional Information     HTML     56K  
                (Details)                                                        
102: R87         Income Taxes (Schedule of Income from U.S. and      HTML     42K  
                Foreign Operations) (Details)                                    
22: R88         Income Taxes (Components of Income Tax Expense)     HTML     64K 
                (Details)                                                        
74: R89         Income Taxes (Tax Act) (Details)                    HTML     53K 
51: R90         Income Taxes (Earnings of Foreign Subsidiaries)     HTML     42K 
                (Details)                                                        
31: R91         Income Taxes (Effective Tax Rate Reconciliation)    HTML     69K 
                (Details)                                                        
82: R92         Income Taxes (Deferred Tax Assets and Liabilities)  HTML     73K 
                (Details)                                                        
123: R93         Income Taxes (Loss Carryforwards) (Details)         HTML     85K  
50: R94         Income Taxes (Unrecognized Tax Benefits) (Details)  HTML     54K 
30: R95         Acquisition of Business (Details)                   HTML     50K 
81: R96         Derivative Financial Instruments and Hedging        HTML     65K 
                Activities (Gain (Loss) on Derivatives Recognized                
                in Consolidated Statement of Operations) (Details)               
122: R97         Derivative Financial Instruments and Hedging        HTML     58K  
                Activities (Fair Value of Derivatives in a Gain                  
                (Loss) Position) (Details)                                       
47: R98         Derivative Financial Instruments and Hedging        HTML     51K 
                Activities (Textual) (Details)                                   
33: R99         Derivative Financial Instruments and Hedging        HTML     64K 
                Activities Offsetting Derivative Assets and                      
                Liabilities (Details)                                            
45: R100        Fair Value Measurements Fair Value Measurements     HTML     67K 
                (Details)                                                        
60: R101        Leases ROU Assets and Liabilities (Details)         HTML     51K 
130: R102        Leases Lease Cost and Other Information (Details)   HTML     42K  
88: R103        Leases Future Operating Lease Payments (Details)    HTML     59K 
41: R104        Leases Future Operating Lease Payments Under ASC    HTML     54K 
                840 (Details)                                                    
55: R105        Leases Rent Expense for Operating Leases Under ASC  HTML     36K 
                840 (Details)                                                    
126: R106        Other Comprehensive Income Schedule of Other        HTML     84K  
                Comprehensive Income (Details)                                   
84: R107        Supplemental Information (Net Sales by Geography)   HTML     50K 
                (Details)                                                        
38: R108        Supplemental Information Major Customers (Details)  HTML     42K 
61: R109        Supplemental Information (PP&E) (Details)           HTML     40K 
63: R110        Subsequent Event Subsequent Event (Details)         HTML     37K 
15: R111        Schedule II - Valuation and Qualifying Accounts     HTML     51K 
                (Details)                                                        
46: R9999       Uncategorized Items - bfb-2020430x10kaapril.htm     HTML     37K 
96: XML         IDEA XML File -- Filing Summary                      XML    247K 
116: XML         XBRL Instance -- bfb-2020430x10kaapril_htm           XML   3.74M  
56: EXCEL       IDEA Workbook of Financial Reports                  XLSX    131K 
11: EX-101.CAL  XBRL Calculations -- bfb-20200430_cal                XML    375K 
12: EX-101.DEF  XBRL Definitions -- bfb-20200430_def                 XML   1.26M 
13: EX-101.LAB  XBRL Labels -- bfb-20200430_lab                      XML   2.68M 
14: EX-101.PRE  XBRL Presentations -- bfb-20200430_pre               XML   1.70M 
10: EX-101.SCH  XBRL Schema -- bfb-20200430                          XSD    266K 
112: JSON        XBRL Instance as JSON Data -- MetaLinks              575±   886K  
37: ZIP         XBRL Zipped Folder -- 0000014693-20-000070-xbrl      Zip    599K 


‘EX-4.1’   —   Instrument Defining the Rights of Security Holders


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  Exhibit  


Exhibit 4.1

DESCRIPTION OF CAPITAL STOCK
 
General
 
The following is a description of the material terms of the capital stock of Brown-Forman Corporation (the “Company”). This description is not complete and is qualified by reference to the Company’s restated certificate of incorporation (the Certificate of Incorporation) and its amended and restated bylaws (the Bylaws). The Certificate of Incorporation and the Bylaws are filed as exhibits to the Company’s Annual Report on Form 10-K and are qualified by reference to such documents. Additionally, the following description of certain provisions of Delaware law is not complete and is qualified by reference to the Delaware General Corporation Law (“DGCL”).

Under the Certificate of Incorporation, the Company’s authorized capital stock consists of 570,000,000 shares of common stock divided into (a) 170,000,000 shares of Class A Common Stock, $0.15 par value per share (“Class A Common Stock”), and (b) 400,000,000 shares of Class B Common Stock, $0.15 par value per share (“Class B Common Stock,” and collectively with Class A Common Stock, “Common Stock”).
 
Common Stock
 
Voting Rights
 
The holders of Class A Common Stock have full and exclusive voting powers. Each holder of Class A Common Stock is entitled to one vote for each share of Class A Common Stock held on all matters submitted to a vote of stockholders, except as otherwise expressly provided in the Certificate of Incorporation or required by applicable law. The Certificate of Incorporation does not provide for cumulative voting for the election of directors.

Holders of Class B Common Stock have no voting powers, except as provided by the laws of Delaware.
 
Dividend and Liquidation Rights
 
Dividends and Distributions. Holders of Common Stock are entitled to receive, when, and if declared by the board of directors, out of any assets legally available therefor, such dividends as may be declared from time to time by the board of directors.
 
Liquidation Rights. In the event of the liquidation, dissolution, or winding-up of the Company, the remaining assets legally available for distribution to stockholders shall be distributed ratably among the holders of Common Stock.

Other Rights. Holders of Common Stock have no preemptive rights and no right to convert their Common Stock into any other securities. The Common Stock is not subject to any redemption or sinking fund provisions.

Anti-Takeover Provisions

Certain provisions of the Certificate of Incorporation and the Bylaws and Delaware law could have an anti-takeover effect and could delay, discourage or prevent a tender offer or takeover attempt that a stockholder might consider to be in its best interests, including attempts that might otherwise result in a premium being paid over the market price of the Company’s Common Stock.
Certificate of Incorporation and Bylaw Provisions
The Certificate of Incorporation and the Bylaws contain provisions that could have the effect of delaying or preventing changes in control or changes in the Company’s management without the consent of the Company’s board of directors, including, among other things:

no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;
the right of the Company’s board of directors to elect a director to fill a vacancy in the Company’s board of directors, which prevents stockholders from being able to fill vacancies on the Company’s board of directors;
the requirement that a special meeting of stockholders may be called only by a majority vote of the Company’s board of directors, the executive committee of the Company’s board of directors, the chairman of the Company’s board of directors (or the presiding chairman), the Company’s president, or by the Company’s

1



secretary at the request in writing of one or more stockholders owning a majority of the Company’s Class A Common Stock, which could delay the ability of the Company’s stockholders to force consideration of a proposal or to take action;
the ability of the Company’s board of directors, by majority vote, to amend the Bylaws, which may allow the Company’s board of directors to take additional actions to prevent a hostile acquisition and inhibit the ability of an acquirer to amend the Bylaws to facilitate a hostile acquisition; and
advance notice procedures with which stockholders must comply to nominate candidates to the Company’s board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may preclude stockholders from bringing matters before a meeting of stockholders or from making nominations for directors at a meeting of stockholders if the proper procedures are not followed.
Delaware Law
 
The Company is subject to Section 203 of the DGCL, which prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions:

before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
upon the closing of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned by (i) persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.
In general, Section 203 defines business combination to include the following:

any merger or consolidation involving the corporation and the interested stockholder;
any sale, transfer, pledge, or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;
subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or
the receipt by the interested stockholder of the benefit of any loss, advances, guarantees, pledges, or other financial benefits by or through the corporation.
     In general, Section 203 defines an “interested stockholder” as an entity or person who, together with the person’s affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation.
 
Transfer Agent and Registrar
 
The transfer agent and registrar for the Common Stock is Computershare Trust Company, N.A.

Listing

Class A Common Stock and Class B Common Stock is listed on the New York Stock Exchange under the symbols “BFA” and “BFB,” respectively.




2

2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/17/23  Brown-Forman Corp.                S-8 POS     1/17/23    4:103K
 3/08/21  Brown-Forman Corp.                S-8         3/08/21    9:1.7M
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Filing Submission 0000014693-20-000070   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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